HMQ wishes to procure a new freeway in Windsor, Ontario, as well as service roads, interchanges, landscaped parklands and recreational walking and cycling trails surrounding the freeway.

Project Co will provide the Project Operations, which Project Operations include the design, construction, financing and maintenance of the Parkway (the “Project”).

HMQ and Project Co wish to enter into this project agreement (the “Project Agreement”), which sets out the terms and conditions upon which Project Co shall perform the Project Operations.

The construction of the Parkway will have a positive impact on the entire Ontario economy by improving the movement of people, goods and services in a safe and efficient manner across the Canada/United States border at the Detroit and St. Clair Rivers.

The Project will proceed as an alternative financing and procurement project and complies with the principles set out in MOI‟s Building a Better Tomorrow: An Infrastructure Planning, Financing and Procurement Framework for Ontario’s Public Sector (the “IPFP Framework”).

The IPFP Framework establishes 5 fundamental principles which guide the financing and procurement of public infrastructure projects in Ontario:

any liability of either Party to the other, including under the indemnities contained in this Project Agreement, that arose prior to the Termination Date (but not from the termination itself or the events leading to such termination) to the extent such liability has not already been set off pursuant to Section 34.13 or taken into account pursuant to Schedule 23 - Compensation on Termination in determining or agreeing upon the HMQ Default Termination Sum, Adjusted Highest Qualifying Tender Price, Adjusted Estimated Fair Value, Non-Default Termination Sum, Prohibited Acts Termination Sum or any other termination sum, as the case may be;

the Senior Debt Amount and the Senior Debt Makewhole;

the Junior Debt Amount and the Junior Debt Makewhole;

any amount payable by HMQ to Project Co in accordance with Sections 43.2(b) and 44.2(b) of this Project Agreement;

the Employee Termination Payments and the Subcontractor Losses;

any reasonable costs properly incurred by Project Co to wind up its operations; and

an amount which, if paid on the Termination Date and taken together with all dividends and other Distributions paid on or made in respect of the Equity Capital on or before the Termination Date and taking account of the actual timing of all such payments, but, in any event, excluding all amounts (whether for costs, overhead, profit or otherwise) after the Termination Date, gives a nominal internal rate of return to the Termination Date equal to the Base Case Equity IRR on the amount paid for the Equity Capital (to the extent that such Equity Capital has been applied by Project Co for the purposes of the Project);

all credit balances on any bank accounts held by or on behalf of Project Co on the Termination Date and the value of any insurance proceeds due to Project Co or to which Project Co would have been entitled had insurance been maintained in accordance with the requirements of this Project Agreement (save where such insurance proceeds are to be applied in reinstatement, restoration or replacement, or, in the case of third party legal liability, in satisfaction of the claim, demand, proceeding or liability or where HMQ is required to procure insurances and to make proceeds available to Project Co under this Project Agreement and it has failed to do so) or sums due and payable from third parties other than sums wholly unrelated to the Project Operations, the Project and this Project Agreement (but only when received from third parties) but excluding any claims under any Subcontracts or claims against other third parties which have not been determined or have been determined but not yet paid, provided that, in such case, Project Co shall assign any such rights and claims under the Subcontracts or claims against other third parties (other than claims against other third parties wholly unrelated to the Project Operations, the Project and this Project Agreement) to HMQ and, at no additional cost to Project Co, give HMQ reasonable assistance in prosecuting such claims;

to the extent realized before the Invoice Date, the market value of any other assets and rights of Project Co (other than those transferred to HMQ pursuant to this Project Agreement) less liabilities of Project Co properly incurred in carrying out its obligations under this Project Agreement as at the Termination Date, provided that no account should be taken of any liabilities and obligations of Project Co arising out of:

amounts which HMQ is entitled to set off pursuant to Section 34.13(a)(i) of this Project Agreement,